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Main Street Capital sells $150M notes at 6.93%

Main Street Capital Corporation entered into a Master Note Purchase Agreement with qualified institutional investors to issue $150 million of 6.93% Series A Senior Notes due April 15, 2031.

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Form Type
8-K

Rhea-AI Filing Summary

Main Street Capital Corporation entered into a Master Note Purchase Agreement with qualified institutional investors to issue $150 million of 6.93% Series A Senior Notes due April 15, 2031. These unsecured notes rank equally with Main Street’s other unsecured unsubordinated debt.

The notes carry a fixed 6.93% annual interest rate, paid semiannually on April 15 and October 15, starting October 15, 2026, and are redeemable at par plus accrued interest and any make-whole premium. Main Street plans to use the proceeds to repay borrowings under its revolving credit facilities, fund new investments, pay operating expenses and for general corporate purposes.

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Insights

$150M fixed‑rate notes add term funding and refinance debt.

Main Street is issuing $150,000,000 of unsecured Series A Senior Notes at a fixed 6.93% coupon, maturing on April 15, 2031. This provides long-term funding from institutional investors and diversifies sources beyond revolving credit facilities.

The company plans to use proceeds to repay amounts outstanding under its corporate and special purpose vehicle revolving credit facilities, as well as to fund portfolio investments, marketable securities, operating expenses and general corporate needs. Actual leverage effects will depend on the balance between refinancing and new investment activity.

The notes include covenants such as maintaining business development company status under the 1940 Act, a minimum asset coverage ratio and minimum consolidated net worth, plus events that can trigger higher interest if thresholds are breached. Future disclosures in periodic reports can clarify how these covenants interact with Main Street’s ongoing portfolio growth and debt levels.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Series A Senior Notes size $150,000,000 aggregate principal Issued under Master Note Purchase Agreement
Coupon rate 6.93% fixed interest Annual rate on Series A Senior Notes
Maturity date April 15, 2031 Final maturity of Series A Senior Notes
First interest payment October 15, 2026 Semiannual interest payments begin
Interest payment dates April 15 and October 15 Semiannual schedule each year until maturity
Master Note Purchase Agreement financial
"entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”)"
A master note purchase agreement is a standing contract that sets the rules for buying and selling debt notes between an issuer and one or more investors, covering how future note sales will be conducted, the basic payment and default terms, and the rights of each party. Think of it as a reusable order form that spells out who gets paid, when, and what happens if payments stop; investors care because it defines repayment priority, protections, and the practical risks and liquidity of the notes they buy.
Series A Senior Notes financial
"issuance of $150,000,000 in aggregate principal amount of 6.93% Series A Senior Notes"
Series A senior notes are a specific tranche of a company’s debt: fixed-income securities labeled “Series A” that rank near the top of the repayment queue if the issuer faces financial trouble. Investors treat them as loans that pay interest and must be repaid before lower-priority creditors, so they typically carry lower risk (and lower yields) than subordinated debt; think of them as an early spot in line to get repaid, which matters for assessing safety and potential return.
Below Investment Grade Event financial
"upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event"
Section 4(a)(2) of the Securities Act regulatory
"The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
business development company regulatory
"maintenance of Main Street’s status as a business development company within the meaning of the Investment Company Act"
A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What notes did Main Street Capital (MAIN) issue in this transaction?
Main Street Capital issued $150 million of 6.93% Series A Senior Notes due April 15, 2031. The notes are unsecured, rank equally with other unsecured unsubordinated debt, and were privately placed with qualified institutional investors under a Master Note Purchase Agreement.

What is the interest rate and payment schedule on Main Street Capital’s new notes?
The Series A Senior Notes carry a fixed annual interest rate of 6.93%, payable semiannually. Interest payments are scheduled on April 15 and October 15 each year, beginning October 15, 2026, providing a predictable coupon structure through the April 15, 2031 maturity date.

How does Main Street Capital plan to use the $150 million note proceeds?
Main Street Capital intends to use proceeds to repay outstanding indebtedness on its corporate and special purpose vehicle revolving credit facilities, make investments that fit its strategies, invest in marketable securities and idle funds, pay operating expenses and other cash obligations, and support general corporate purposes.

Can Main Street Capital redeem the new Series A Senior Notes early?
Yes. Main Street Capital may redeem the notes in whole or in part at any time or from time to time. Redemption is at par plus accrued interest to the prepayment date and, when applicable, a make-whole premium, allowing the company flexibility if financing conditions change.

What covenants and step-up features apply to Main Street Capital’s notes?
The Note Purchase Agreement includes covenants on information reporting, maintaining business development company status, minimum asset coverage and minimum consolidated net worth. If a Below Investment Grade Event, Secured Debt Ratio Event or Unsecured Debt Coverage Ratio Event occurs and continues, the notes’ interest rate increases until the event is cured.

Are Main Street Capital’s new notes registered under the Securities Act?
No. The notes were offered in reliance on Section 4(a)(2) of the Securities Act and were not registered under federal or state securities laws. They may only be offered or sold in the United States under an applicable exemption from registration or in transactions not subject to registration requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001396440false00013964402026-04-082026-04-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________________
FORM 8-K
__________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 2026
__________________________________________________________________________
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland
814-00746
41-2230745
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor, Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (713) 350-6000
Not Applicable
___________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
MAIN
New York Stock Exchange
NYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 1.01.Entry into a Material Definitive Agreement.
On April 8, 2026, Main Street Capital Corporation (“Main Street”) and certain qualified institutional investors
entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”), which governs the issuance of
$150,000,000 in aggregate principal amount of 6.93% Series A Senior Notes due April 15, 2031 (the “Series A Notes”).
The Series A Notes bear a fixed interest rate of 6.93% per year and mature on April 15, 2031, unless redeemed, purchased
or prepaid prior to such date by Main Street in accordance with their terms.
Interest on the Series A Notes will be due semiannually on April 15 and October 15 each year, beginning on
October 15, 2026. The Series A Notes may be redeemed in whole or in part at any time or from time to time at Main
Street’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition,
Main Street is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but excluding,
the date of prepayment, if certain change in control events occur. The Series A Notes are general unsecured obligations of
Main Street that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by Main
Street.
Main Street intends to use the proceeds from the offering of Series A Notes to repay outstanding indebtedness,
including amounts outstanding under its corporate revolving credit facility and/or its special purpose vehicle revolving
credit facility, to make investments in accordance with its investment objective and strategies, to make investments in
marketable securities and idle funds investments, to pay operating expenses and other cash obligations and for general
corporate purposes.
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a
private placement, including, without limitation, affirmative and negative covenants such as information reporting,
maintenance of Main Street’s status as a business development company within the meaning of the Investment Company
Act of 1940, as amended (the “1940 Act”), a minimum asset coverage ratio and a minimum consolidated net worth. In
addition, upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt
Coverage Ratio Event (each as defined in the Note Purchase Agreement), the Series A Notes will bear interest at an
increased rate from the date of the occurrence of the Below Investment Grade Event, Secured Debt Ratio Event and/or
Unsecured Debt Coverage Ratio Event to and until the date on which the Below Investment Grade Event, Secured Debt
Ratio Event and/or Unsecured Debt Coverage Ratio Event is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods,
including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-
default under other indebtedness of Main Street or subsidiary guarantors subject to a cure pass-through, certain judgments
and orders and certain events of bankruptcy.
The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the
“Securities Act”). The Series A Notes have not and will not be registered under the Securities Act or any state securities
laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The description above is only a summary of the material provisions of the Note Purchase Agreement and is
qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is incorporated by reference and
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 8.01. Other Events.
On April 9, 2026, Main Street issued a press release. A copy of such press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
10.1*
Master Note Purchase Agreement, dated as of April 8, 2026, by and among Main Street and
the Purchasers party thereto
99.1
Press release dated April 9, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain schedules to Exhibit 10.1 have been omitted in accordance with Item 601 of Regulation S-K. The
registrant agrees to furnish supplementally a copy of all omitted schedules to the U.S. Securities and Exchange
Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Main Street Capital Corporation
Date: April 9, 2026
By:
/s/ Jason B. Beauvais
Name:    Jason B. Beauvais
Title:      General Counsel
Exhibit 99.1
mainst.jpg
NEWS RELEASE
Contacts:
Main Street Capital Corporation
Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com
Ryan R. Nelson, CFO, rnelson@mainstcapital.com
713-350-6000
Dennard Lascar Investor Relations
Ken Dennard / ken@dennardlascar.com
Zach Vaughan / zvaughan@dennardlascar.com
713-529-6600
Main Street Announces Completion of
$150.0 Million Investment Grade Notes Offering
HOUSTON – April 9, 2026 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street”)
is pleased to announce the closing of a private notes offering totaling $150.0 million in aggregate
principal amount (the “Notes”).  The Notes are unsecured and bear interest at a fixed rate of
6.93% per year, payable semiannually, mature on April 15, 2031 and may be redeemed in whole
or in part at any time or from time to time at Main Street’s option at par plus accrued interest to
the prepayment date and, if applicable, a make-whole premium.
Main Street intends to use the proceeds from this offering to repay outstanding indebtedness,
including amounts outstanding under its corporate revolving credit facility and/or its special
purpose vehicle revolving credit facility, to make investments in accordance with its investment
objective and strategies, to make investments in marketable securities and idle funds
investments, to pay operating expenses and other cash obligations and for general corporate
purposes.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. This news release shall not constitute an offer
to sell or a solicitation of an offer to purchase the Notes or any other securities and shall not
constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
ABOUT MAIN STREET CAPITAL CORPORATION
Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides
customized long-term debt and equity capital solutions to lower middle market companies and
debt capital to private companies owned by or in the process of being acquired by a private
equity fund. Main Street’s portfolio investments are typically made to support management
buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that
operate in diverse industry sectors. Main Street seeks to partner with entrepreneurs, business
owners and management teams and generally provides customized “one-stop” debt and equity
financing solutions within its lower middle market investment strategy. Main Street seeks to
partner with private equity fund sponsors and primarily invests in secured debt investments in its
private loan investment strategy. Main Street’s lower middle market portfolio companies
generally have annual revenues between $10 million and $150 million. Main Street’s private
loan portfolio companies generally have annual revenues between $25 million and $500 million.
Main Street, through its wholly-owned portfolio company MSC Adviser I, LLC (“MSC
Adviser”), also maintains an asset management business through which it manages investments
for external parties. MSC Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including but not limited to the
use of the proceeds of the offering. Any such statements other than statements of historical fact
are likely to be affected by other unknowable future events and conditions, including elements of
the future that are or are not under Main Street’s control, and that Main Street may or may not
have considered; accordingly, such statements cannot be guarantees or assurances of any aspect
of future performance. Actual performance, events and results could vary materially from these
estimates and projections of the future as a result of a number of factors, including those
described from time to time in Main Street’s filings with the U.S. Securities and Exchange
Commission. Such statements speak only as of the time when made and are based on information
available to Main Street as of the date hereof and are qualified in their entirety by this cautionary
statement. Main Street assumes no obligation to revise or update any such statement now or in
the future.

Source: View Original Filing on SEC EDGAR

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